Ew Scripps Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 12 directors: three by holders of Class A Common Shares and nine by holders of Common Voting Shares, each for one-year terms.

2. 2

   Ratification of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (say-on-pay).

   More detail

   This advisory (non-binding) say-on-pay proposal asks shareholders to approve the Company’s executive compensation program as disclosed in the Proxy Statement. Management is seeking this vote to confirm shareholder support for its compensation philosophy and to maintain alignment between pay and performance. The company’s compensation framework combines base salary, short-term cash incentives tied to operating cash flow and revenue, and long-term incentive awards that include performance-based and time-based restricted share units; recent adjustments included reinstating merit increases and restoring long-term incentives after a 2024 reduction. The Board and Compensation & Talent Management Committee argue that these design features promote retention, align executives’ interests with shareholders, and incentivize achievement of multi-year financial goals (including specific balance-sheet improvement hurdles for certain awards). The say-on-pay vote is advisory and non-binding, but the Board has committed to consider shareholder feedback and has historically viewed support for the program as an endorsement; the Compensation section documents risk-mitigation measures such as recoupment policies, stock ownership guidelines, and capped payouts. Key contextual factors include the company’s controlled-company status (Scripps Family Agreement), recent strategic actions (acquisitions/divestitures and a transformation plan to grow EBITDA), and notable awards to the CEO (including a new employment agreement and performance-based cash award) that may attract shareholder scrutiny. Given the metrics-based structure and the Board’s emphasis on pay-for-performance, the committee recommends a FOR vote while acknowledging the advisory nature of the vote and the Board’s willingness to engage on concerns raised by shareholders.

4. 4

   Ratification of the Company’s Shareholder Rights Plan Adopted by the Board of Directors on November 25, 2025

   ManagementBoard: FOR

   Ratify the Board-adopted short-term Shareholder Rights Plan (Rights Plan) declared November 25, 2025, which issues one Right per outstanding share and is intended to protect shareholders and provide the Board time to evaluate unsolicited acquisition proposals.

   More detail

   This proposal asks shareholders to ratify a short-term shareholder rights plan (a “poison pill”) the Board adopted on November 25, 2025 after an unsolicited, non-binding acquisition proposal became public. Management seeks ratification so the Rights Agreement remains effective beyond the Annual Meeting; if shareholders do not ratify, the Rights Agreement will expire at the meeting. The Rights Plan issues one Right per outstanding share and becomes exercisable upon a Distribution Date triggered generally when a person or group acquires beneficial ownership of 10% or more of Class A Common Shares or upon certain tender/exchange offer events, and it contains flip-in and flip-over protections, anti-dilution adjustments, and limited redemption/exchange mechanics. Management frames the Rights Plan as a defensive mechanism to deter coercive or opportunistic transactions and to provide the Board time to solicit, evaluate and negotiate competing proposals that could deliver greater value to all shareholders. From a governance perspective, the Rights Plan can entrench management if misused, but here the Board ties the measure to a specific trigger, includes an expiration date (one year unless ratified), and is submitting the plan for shareholder ratification—steps that mitigate concerns about permanency and lack of shareholder input. The Company’s controlled-company context (Signatories to the Scripps Family Agreement hold a voting majority) and the family’s pledged support for the Board’s slate and certain proposals are material contextual factors that affect how the Rights Plan will operate in practice. The Board recommends a FOR vote, arguing the Rights Plan helps ensure fair process and full value for shareholders in the face of unsolicited approaches while providing the Board time to pursue superior strategic alternatives.

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When is the Ew Scripps Co 2026 annual meeting?

Ew Scripps Co (SSP) holds its 2026 annual shareholder meeting on Monday, May 4, 2026.

What is the record date for the Ew Scripps Co 2026 meeting?

The record date for the Ew Scripps Co 2026 meeting is Tuesday, March 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ew Scripps Co's 2026 meeting?

The board is presenting 12 director nominees at the Ew Scripps Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ew Scripps Co 2026 meeting?

Shareholders will vote on 4 proposals at the Ew Scripps Co 2026 meeting, each tagged with who proposed it and the board's recommendation.